In response to postal service suspensions, on October 9, 2025, the Canadian Securities Administrators (CSA) issued Coordinated Blanket Order 51-932 Temporary Exemption from Requirements in National Instrument 51-102 Continuous Disclosure Obligations and National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer to Send Certain Proxy-Related Materials During a Postal Suspension (Blanket Order). The Blanket Order provides temporary relief for non-investment fund issuers from the requirement to deliver proxy-related materials for meetings where each matter to be considered is an “annual matter.” The Blanket Order came into force on October 9, 2025, and remains effective until October 9, 2026, unless extended by the CSA.
Background
On September 25, 2025, Canada Post suspended all postal services due to labour action by the Canadian Union of Postal Workers. Consequently, reporting issuers — many of which have scheduled meetings in the near future — are unable to deliver proxy-related materials using Canada Post, and alternative delivery methods, such as courier or electronic means, may not be viable options.
The Blanket Order acknowledges this, while also recognizing the importance of the delivery of proxy-related materials to enable shareholders to make timely, informed voting decisions, by providing limited, temporary relief from certain delivery requirements under:
- National Instrument 51-102 – Continuous Disclosure Obligations
- National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer
On October 10, 2025, subsequent to the issue of the Blanket Order, Canada Post announced a shift from a national strike to rotating strikes. The implications of rotating strikes on the ability to rely on the Blanket Order or obtain exemptive relief is currently unknown.
The Blanket Order
Under the Blanket Order, temporary relief from mailing and delivery requirements is only available for meetings of non-investment fund reporting issuers considering entirely “annual matters.” An annual matter includes:
- Receiving and considering audited annual financial statements
- Setting the number of directors
- Electing directors
- Appointing auditors and authorizing the directors to fix auditors’ remuneration
- Approving security-based compensation plans
- Non-binding advisory votes that do not require specific action by the reporting issuer or its board of directors
However, such relief will not be available for otherwise “annual matters” that are contested or contentious or require a special resolution under corporate law.
Relief for Meetings Considering Annual Matters
In addition to the “annual matter” requirement for temporary relief, reporting issuers must also satisfy several conditions to rely on the Blanket Order, including that Canada Post’s service suspension must still be in effect. Furthermore, the reporting issuer must:
- Comply with filing requirements. This involves promptly filing proxy-related materials on SEDAR+.
- Issue and file a news release. This news release must include (a) the date, time and location of the meeting; (b) brief descriptions of the matters to be voted on; (c) a statement that all proxy-related materials are available on SEDAR+ and posted in a prominent location on the issuer’s website; (d) a statement that the issuer has satisfied all the conditions for, and is relying on, the Blanket Order; (e) an explanation of how registered and beneficial shareholders can request proxy-related materials from the issuer or intermediaries, as applicable, their individual control number and instructions on how to submit proxies or voting instructions without relying on postal services, along with a deadline for doing so; and (f) an email address and telephone number through which shareholders can request proxy-related materials.
- Post to the issuer’s website. On the day the news release is issued and filed, the issuer must also post the news release, along with the proxy-related materials, on its website. The website must also prominently display how shareholders can obtain proxy-related materials and how shareholders can submit proxies or voting instructions without relying on postal services, along with the deadline for doing so.
- Respond to shareholder requests. If requested via email, the issuer must provide a copy of the proxy-related materials to the requesting shareholders.
- Accept votes and waive cut-off time. The issuer must (i) accept votes submitted by proxy until at least the close of business on the business day before the meeting date and (ii) waive any proxy cut-off time.
- Comply with obligations following the end of the postal suspension. No later than seven days after Canada Post resumes accepting commercial volumes after the end of the postal suspension, issuers must comply with their delivery obligations under applicable securities laws, unless (i) Canada Post does not resume accepting commercial volumes at least 15 days before the date of the meeting or (ii) with respect to a particular shareholder, the issuer has delivered proxy-related materials by other means.
Relief for Meetings Considering Non-Annual Matters
The Blanket Order does not provide relief from requirements to mail and deliver proxy-related materials where any matter to be considered at the meeting is a non-annual matter, including where a matter:
- Requires a special resolution under the reporting issuer’s corporate law
- Requires disinterested shareholder approval, including minority approval under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions
- Gives rise to a right of dissent or appraisal
- Has been, to the best of the reporting issuer’s knowledge, contested or would reasonably be considered by a shareholder to be a contentious matter
In these circumstances, reporting issuers seeking relief from mailing and delivery requirements will need to be granted relief through an application to their principal regulator.
In seeking such exemptive relief, CSA staff expect issuers to take actions beyond what is set out in the Blanket Order to facilitate shareholder access to information and voting rights. Such actions may include retaining a proxy solicitation firm, delivering by courier to registered shareholders, committing to respond to shareholders within a certain timeframe and delivering proxy-related materials to shareholders outside of Canada.
Issuers applying for exemptive relief are expected to address questions or comments from the regulators, including providing explanations regarding compliance with delivery requirements under their constating documents and corporate law, providing a breakdown of their shareholder base and answering questions relating to quorum requirements.
Additionally, as a condition to the relief, regulators may require issuers to represent that the board of directors and any special committee (where applicable) have determined that the actions taken to facilitate shareholder access to proxy-related meeting materials and voting rights are appropriate and sufficient in mitigating the effects of the Canada Post service suspension.
Issuers considering conducting a meeting during Canada Post’s service suspension are encouraged to contact their principal regulator as early as possible to discuss potential relief.
For further information or assistance, please contact the authors or any other member of our Capital Markets group.
